STATEMENT OF WORK. BTMB shall perform the following services (“Services”):

Exhibits A. Form of Monthly Accounting Report B. Custody Agreement

Statement of Accounts. The Bank shall provide to the Participant, within one hundred twenty (120) days after the end of each Plan Year, a statement setting forth the Deferral Account balance as of the end of such Plan Year.

Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

[[Organization B:Organization]] shall maintain, in accordance with its customary procedures, a loan account ("[[Organization A:Organization]]' Account") in the name of [[Organization A:Organization]] in which shall be recorded the date and amount of each Advance made by [[Organization B:Organization]] and the date and amount of each payment in respect thereof; provided, however, the failure by [[Organization B:Organization]] to record the date and amount of any Advance shall not adversely affect [[Organization B:Organization]] or any [[Organization C:Organization]]. Each month, [[Organization B:Organization]] shall send to Borrowing [[Organization B:Organization]] a statement showing the accounting for the Advances made, payments made or credited in respect thereof, and other transactions between [[Organization B:Organization]] and [[Organization A:Organization]] during such month. The monthly statements shall be deemed correct and binding upon [[Organization A:Organization]] in the absence of manifest error and shall constitute an account stated between Lenders and [[Organization A:Organization]] unless [[Organization B:Organization]] receives a written statement of [[Organization A:Organization]]' specific exceptions thereto within thirty (30) days after such statement is received by Borrowing [[Organization B:Organization]]. The records of [[Organization B:Organization]] with respect to the loan account shall be conclusive evidence absent manifest error of the amounts of Advances and other charges thereto and of payments applicable thereto.

Statement to Participants. Within a reasonable time after the last day of each Plan Year, the Board shall furnish to each Participant a statement setting forth the Participant’s total number of Shares subject to Options, the date such Options were granted, and such other information as the Board shall deem advisable to furnish.

Quarterly Financial Statement. Borrower shall furnish to Lender within 90 days after the end of each fiscal quarter, a balance sheet and income statement as of the end of such quarter, all in form and substance and in reasonable detail satisfactory to Lender, such quarterly financial statements being prepared according to GAAP.

UCC Financing Statement. The Grantor hereby authorizes the Secured Party to file a financing statement naming the Grantor as “debtor” and the Secured Party as “secured party” and describing the Collateral in the office of the Secretary of State of the State of Delaware, which financing statement may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Secured Party may reasonably determine to be necessary to ensure the perfection of the security interest in the Collateral granted to the Secured Party herein, including describing such property as “all assets” or “all personal property, whether now owned or hereafter acquired.”

Closing Fees. Evidence that any other fees due on or before the Closing Date have been paid.

The Closing. This Subscription Agreement, the Purchaser Questionnaire set forth in Exhibit A hereto, executed and completed in full, and the Purchase Price, by certified or bank check or wire transfer (please refer to Exhibit B), must be delivered by overnight mail, registered mail or by courier (with proof of delivery requested in each case) to the Company.